<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
KAISER GROUP INTERNATIONAL, INC.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 541437073
- ---------------------------------------- ------------------------------------
(State or Incorporation or Organization) (I.R.S. Employer Identification No.)
9300 Lee Highway, Fairfax, Virginia 22031
- -------------------------------------------------------------------------------
(Address of principal executive offices)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class On which each class is
To be so registered To be registered
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.01 par value
Preferred Stock Purchase Rights
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Stock
------------
A description of the Common Stock satisfying the requirements of Item 202
of Regulation S-K is incorporated into this Registration Statement by
reference to pages 52 to 53 of the Prospectus and Consent Solicitation
contained in the Registration Statement on Form S-4 (File No. 333-82643)
that was filed with the Commission and declared effective on October 1,
1999.
Preferred Stock Purchase Rights (Shareholder Rights Plan)
---------------------------------------------------------
A description of the Preferred Stock Purchase Rights satisfying the
requirements of Item 202 of Regulation S-K is incorporated into this
Registration Statement by reference to pages 55 to 57 of the Prospectus and
Consent Solicitation contained in the Registration Statement on Form S-4
(File No. 333-82643) that was filed with the Commission and declared
effective on October 1, 1999.
<PAGE>
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement.
3. Exhibits (listed according to the number assigned in the table in Item 601
of Regulation S-K).
Exhibit No. 2--Plan of Acquisition, reorganization, arrangement, liquidation or
succession
2(a) Prospectus and Consent Solicitation contained in the Registration
Statement on Form S-4 (Registrant No. 1-12248) filed with the Commission
on October 1, 1999)
Exhibit No. 3--Articles of Incorporation and By-laws of the Registrant
3(a) Restated Certificate of Incorporation of Kaiser Group International, Inc.
(restated through June 26, 1993) (Incorporated by reference to Exhibit No.
3(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the
second quarter of fiscal 1994 filed with the Commission on October 15,
1993)
1. Amended Certificate of Incorporation of Kaiser Group International,
Inc. (restated through December 27, 1999) (Incorporated by reference
to Exhibit A to Report on Form 8-K (Registrant No. 1-12248) filed with
the Commission on December 29, 1999)
*2. Certificate of Ownership and Merger with respect to name change only
dated December 27, 1999.
*3(b) Amended and Restated By-laws of Kaiser Group International, Inc. (as
amended through December 27, 1999)
Exhibit No. 3--Articles of Incorporation and By-laws of the Subsidiary
Guarantors
3(c) Articles of Incorporation of Cygna Consulting Engineers and Project
Management, Inc. (Incorporated by reference to Exhibit No. 3(c) to
Registration Statement on Form S-1 Registration No. 333-19519 filed with
the Commission on January 10, 1997)
3(d) By-laws of Cygna Consulting Engineers and Project Management, Inc.
(Incorporated by reference to Exhibit No. 3(d) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
3(e) Certificate of Incorporation of Kaiser Government Programs, Inc.
(Incorporated by reference to Exhibit No. 3(e) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on August 27, 1999.
3(f) By-laws of Kaiser Government Programs, Inc. (Incorporated by reference to
Exhibit No. 3(f) to Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10, 1997)
3(g) Certificate of Incorporation of EDA, Incorporated (Incorporated by
reference to Exhibit No. 3(k) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
3(h) Amended and Restated By-laws of EDA, Incorporated (Incorporated by
reference to Exhibit No. 3(l) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
-2-
<PAGE>
3(i) Certificate of Incorporation of Global Trade & Investment, Inc.
(Incorporated by reference to Exhibit No. 3(o) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(j) Amended and Restated By-laws of Global Trade & Investment, Inc.
(Incorporated by reference to Exhibit No. 3(p) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(k) Certificate of Incorporation of Kaiser Europe, Inc. (Incorporated by
reference to Exhibit No. 3(q) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on September 2, 1999.
3(l) By-laws of Kaiser Europe, Inc. (Incorporated by reference to Exhibit No.
3(r) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal
year 1997 filed with the Commission on March 31, 1998)
3(m) Certificate of Incorporation of Kaiser / Georgia Wilson, Inc.
(Incorporated by reference to Exhibit No. 3(s) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State December 27, 1999.
3(n) By-laws of Kaiser / Georgia Wilson, Inc. (Incorporated by reference to
Exhibit No. 3(t) to Annual Report on Form 10-K (Registrant No. 1-12248)
for fiscal year 1997 filed with the Commission on March 31, 1998)
3(o) Certificate of Incorporation of Kaiser Overseas Engineering, Inc.
(Incorporated by reference to Exhibit No. 3(u) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on November 10, 1999.
3(p) Amended and Restated By-laws of Kaiser Overseas Engineering, Inc.
(Incorporated by reference to Exhibit No. 3(v) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(q) Certificate of Incorporation of Kaiser Engineers Pacific, Inc.
(Incorporated by reference to Exhibit No. 3(w) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Nevada Secretary of State on December 8, 1999.
3(r) Amended and Restated By-laws of Kaiser Engineers Pacific, Inc.
(Incorporated by reference to Exhibit No. 3(x) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(s) Certificate of Incorporation of Kaiser Advanced Technology, Inc.
(Incorporated by reference to Exhibit No. 3(y) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998) (incorporated by reference to Exhibit E No.
3 (aa) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the
third quarter of fiscal 1997 filed with the Commission on November 16,
1998)
-3-
<PAGE>
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Idaho Secretary of State on November 15, 1999.
3(t) By-laws of Kaiser Advanced Technology, Inc. (Incorporated by reference to
Exhibit No. 3(z) to Annual Report on Form 10-K (Registrant No. 1-12248)
for fiscal year 1997 filed with the Commission on March 31, 1998)
(incorporated by reference to Exhibit No. 3 (bb) to Quarterly Report on
Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1997
filed with the Commission on November 16, 1998)
Exhibit No. 4--Instruments Defining the Rights of Security Holders, including
Indentures
4(a) Indenture dated as of January 11, 1994, between ICF Kaiser International,
Inc. and The Bank of New York, as Trustee (Incorporated by reference to
Exhibit No. 4(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
1. First Supplemental Indenture dated as of February 17, 1995
(Incorporated by reference to Exhibit No. 4(a)(1) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1995 filed with the
Commission on May 23, 1995)
2. Second Supplemental Indenture dated September 1, 1995 (Incorporated by
reference to Exhibit No. 4(a) (2) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30,
1995)
3. Third Supplemental Indenture dated October 20, 1995 (Incorporated by
reference to Exhibit No. 4(a)(3) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30,
1995)
4. Fourth Supplemental Indenture dated as of March 8, 1996 (Incorporated
by reference to Exhibit No. 4 (a)(4) to Transition Report on Form 10-K
(Registrant No. 1-12248) for the transition period from March 1, 1995
to December 31, 1995 filed with the Commission on March 29, 1996)
5. Fifth Supplemental Indenture dated as of June 24, 1996 (Incorporated by
reference to Exhibit No. 4 (a)(5) to Registration Statement on Form S-1
Registration No. 333-16937 filed with the Commission on November 27,
1996)
6. Sixth Supplemental Indenture dated as of December 3, 1997 (Incorporated
by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K
(Registrant No. 1-12248) for fiscal year 1997 filed with the Commission
on March 31, 1998)
7. Seventh Supplemental Indenture dated as of August 13, 1998.
(incorporated by reference to Exhibit No. 4(a)(7) to Quarterly Report
on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal
1997 filed with the Commission on November 16, 1998)
8. Eighth Supplemental Indenture dated as of April 9, 1999 (incorporated
by reference to Exhibit No. 4(a)(8) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the first quarter of fiscal 1999 filed
with the Commission on May 17, 1999)
9. Ninth Supplemental Indenture dated as of June 25, 1999 (incorporated by
reference to Exhibit No. 4(a)(9) to Pre-Effective Amendment No.3 on
Registration Statement on Form S-4 (Registrant No. 333-82643) filed
with the Commission on October 1, 1999)
10. Form of Tenth Supplemental Indenture with respect to the 12% Senior
Subordinated Notes due 2003 (incorporated by reference to Exhibit
4(a)(10) to Pre-Effective Amendment No. 3 on Registration Statement on
Form S-4 (Registrant No. 333-82643) filed with the Commission on
October 1, 1999)
-4-
<PAGE>
4(b) Form of 12% Senior Subordinated Note due 2003 (Incorporated by reference
to Exhibit No. 4(b) to Quarterly Report on Form 10-Q (Registrant No. 1-
12248) for the third quarter of fiscal 1994 filed with the Commission on
January 14, 1994)
4(c) Form of Common Stock Purchase Warrant expiring May 15, 1999 (as amended
and restated through January 11, 1994) (Incorporated by reference to
Exhibit No. 4(e) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
4(d) Rights Agreement, dated as of January 13, 1992, between ICF Kaiser
International, Inc. and Office of the Secretary, ICF Kaiser International,
Inc. as Rights Agent, including (1) Form of Certificate of Designations of
Series 4 Junior Preferred Stock; (2) Form of Rights Certificate; and (3)
Summary of Rights to Purchase Preferred Stock (Incorporated by reference
to Exhibit No. 4(h) to Quarterly Report on Form 10-Q (Registrant No. 0-
18025) for the third quarter of fiscal 1992 filed with the Commission on
January 14, 1992)
1. Amendment No. 1 to the Rights Agreement dated as of January 13, 1992.
(incorporated by reference to Exhibit 1 to Form 8-K (Registrant No. 1-
12248) filed with the Commission on July 6, 1999)
2. Amendment No. 2 to the Rights Agreement dated as of January 13, 1992.
(incorporated by reference to No. 4(k) to Form 8-K (Registrant No. 1-
12248) filed with the Commission on October 12, 1999)
4(e) Warrant Agreement dated as of January 11, 1994, between the Registrant and
The Bank of New York, as Warrant Agent (Incorporated by reference to
Exhibit No. 4(c) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
4(f) Indenture dated as of December 23, 1996, between ICF Kaiser International,
Inc. and The Bank of New York, as Trustee, including Guarantees, dated
December 23, 1996, by each of the Subsidiary Guarantors (Incorporated by
reference to Exhibit No. 4(g) to Registration Statement on Form S-1
Registration No. 333-19519 filed with the Commission on January 10, 1997)
1. First Supplemental Indenture dated as of December 3, 1997 (Incorporated
by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K
(Registrant No. 1-12248) for fiscal year 1997 filed with the Commission
on March 31, 1998)
2. Second Supplemental Indenture dated as of August 13, 1998 (Incorporated
by reference to Exhibit No. 4(g)(2) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the third quarter of fiscal 1997 filed
with the Commission on November 16, 1998)
3. Third Supplemental Indenture dated as of April 9, 1999 (Incorporated by
reference to Exhibit No. 4(f)(3) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the first quarter of fiscal 1999 filed
with the Commission on May 17, 1999)
4. Fourth Supplemental Indenture dated as of June 25, 1999 (Incorporated
by reference to Exhibit No. 4(d)(4) to Pre-Effective Amendment No.3 on
Form S-4 (Registrant No. 333-82643) filed with the Commission on
October 1, 1999)
5. Fifth Supplemental Indenture dated as of October 5, 1999 (Incorporated
by reference to Exhibit No. 4(d)(5) on Form 8-K (Registrant No. 1-
12248) filed with the Commission on October 12, 1999)
4(g) Form of 12% Senior Note due 2003, Series B (Incorporated by reference to
Exhibit No. 4(i) to Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10, 1997)
4(h) Warrant Agreement dated as of December 23, 1996, between ICF Kaiser
International, Inc. and The Bank of New York, as Warrant Agent
(Incorporated by reference to Exhibit No. 4(j) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
-5-
<PAGE>
4(i) Form of Warrant expiring December 31, 1999 issued under Warrant Agreement
dated as of December 23, 1996 (Incorporated by reference to Exhibit No.
4(k) to Registration Statement on Form S-1 Registration No. 333-19519
filed with the Commission on January 10, 1997)
4(j) Form of Certificate of Designation regarding Redeemable Convertible
Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Pre-
Effective Amendment No.3 on Form S-4 (Registrant No. 333-82643) filed with
the Commission on October 1, 1999)
4(k) Form of Indenture regarding 12% Senior Notes due 2002 (Incorporated by
reference to Exhibit No. 4(h) to Pre-Effective Amendment No.3 on Form S-4
(Registrant No. 333-82643) filed with the Commission on October 1, 1999)
* Exhibits filed as part of this Registration Statement on Form 8-A
SIGNATURE
Pursuant to be requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
KAISER GROUP INTERNATIONAL, INC.
Date: April 13, 2000 By: /s/ Timothy P. O'Connor
------------------------------
Name: Timothy P. O'Connor
Title: Executive Vice President,
Chief Financial Officer and
Chief Administrative Officer
INDEX TO EXHIBITS
Exhibits (listed according to the number assigned in the table in Item 601 of
Regulation S-K).
Exhibit No. 2--Plan of Acquisition, reorganization, arrangement, liquidation or
succession
2(a) Prospectus and Consent Solicitation contained in the Registration
Statement on Form S-4 (Registrant No. 1-12248) filed with the Commission
on October 1, 1999)
Exhibit No. 3--Articles of Incorporation and By-laws of the Registrant
3(a) Restated Certificate of Incorporation of Kaiser Group International, Inc.
(restated through June 26, 1993) (Incorporated by reference to Exhibit No.
3(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the
second quarter of fiscal 1994 filed with the Commission on October 15,
1993)
2. Amended Certificate of Incorporation of Kaiser Group International,
Inc. (restated through December 27, 1999) (Incorporated by reference to
Exhibit A to Report on Form 8-K (Registrant No. 1-12248) filed with the
Commission on December 29, 1999)
*2. Certificate of Ownership and Merger with respect to name change only
dated December 27, 1999.
*3(b) Amended and Restated By-laws of Kaiser Group International, Inc. (as
amended through December 27, 1999)
-6-
<PAGE>
Exhibit No. 3--Articles of Incorporation and By-laws of the Subsidiary
Guarantors
3(c) Articles of Incorporation of Cygna Consulting Engineers and Project
Management, Inc. (Incorporated by reference to Exhibit No. 3(c) to
Registration Statement on Form S-1 Registration No. 333-19519 filed with
the Commission on January 10, 1997)
3(d) By-laws of Cygna Consulting Engineers and Project Management, Inc.
(Incorporated by reference to Exhibit No. 3(d) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
3(e) Certificate of Incorporation of Kaiser Government Programs, Inc.
(Incorporated by reference to Exhibit No. 3(e) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on August 27, 1999.
3(f) By-laws of Kaiser Government Programs, Inc. (Incorporated by reference to
Exhibit No. 3(f) to Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10, 1997) 3(g) Certificate
of Incorporation of EDA, Incorporated (Incorporated by reference to
Exhibit No. 3(k) to Annual Report on Form 10-K (Registrant No. 1-12248)
for fiscal year 1997 filed with the Commission on March 31, 1998)
3(g) Certificate of Incorporation of EDA, Incorporated (Incorporated by
reference to Exhibit No. 3(k) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
3(h) Amended and Restated By-laws of EDA, Incorporated (Incorporated by
reference to Exhibit No. 3(l) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
3(i) Certificate of Incorporation of Global Trade & Investment, Inc.
(Incorporated by reference to Exhibit No. 3(o) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(j) Amended and Restated By-laws of Global Trade & Investment, Inc.
(Incorporated by reference to Exhibit No. 3(p) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(k) Certificate of Incorporation of Kaiser Europe, Inc. (Incorporated by
reference to Exhibit No. 3(q) to Annual Report on Form 10-K (Registrant
No. 1-12248) for fiscal year 1997 filed with the Commission on March 31,
1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on September 2, 1999.
3(l) By-laws of Kaiser Europe, Inc. (Incorporated by reference to Exhibit No.
3(r) to Annual Report on Form 10-K (Registrant No. 1-12248) for fiscal
year 1997 filed with the Commission on March 31, 1998)
3(m) Certificate of Incorporation of Kaiser / Georgia Wilson, Inc.
(Incorporated by reference to Exhibit No. 3(s) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State December 27, 1999.
3(n) By-laws of Kaiser / Georgia Wilson, Inc. (Incorporated by reference to
Exhibit No. 3(t) to Annual Report on Form 10-K (Registrant No. 1-12248)
for fiscal year 1997 filed with the Commission on March 31, 1998)
-7-
<PAGE>
3(o) Certificate of Incorporation of Kaiser Overseas Engineering, Inc.
(Incorporated by reference to Exhibit No. 3(u) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Delaware Secretary of State on November 10, 1999.
3(p) Amended and Restated By-laws of Kaiser Overseas Engineering, Inc.
(Incorporated by reference to Exhibit No. 3(v) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(q) Certificate of Incorporation of Kaiser Engineers Pacific, Inc.
(Incorporated by reference to Exhibit No. 3(w) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Nevada Secretary of State on December 8, 1999.
3(r) Amended and Restated By-laws of Kaiser Engineers Pacific, Inc.
(Incorporated by reference to Exhibit No. 3(x) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998)
3(s) Certificate of Incorporation of Kaiser Advanced Technology, Inc.
(Incorporated by reference to Exhibit No. 3(y) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1997 filed with the
Commission on March 31, 1998) (incorporated by reference to Exhibit E No.
3 (aa) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the
third quarter of fiscal 1997 filed with the Commission on November 16,
1998)
*1. Amended Certificate of Incorporation with respect to name change only
filed with the Idaho Secretary of State on November 15, 1999.
3(t) By-laws of Kaiser Advanced Technology, Inc. (Incorporated by reference to
Exhibit No. 3(z) to Annual Report on Form 10-K (Registrant No. 1-12248)
for fiscal year 1997 filed with the Commission on March 31, 1998)
(incorporated by reference to Exhibit No. 3 (bb) to Quarterly Report on
Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal 1997
filed with the Commission on November 16, 1998)
Exhibit No. 4--Instruments Defining the Rights of Security Holders, including
Indentures
4(a) Indenture dated as of January 11, 1994, between ICF Kaiser International,
Inc. and The Bank of New York, as Trustee (Incorporated by reference to
Exhibit No. 4(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
1. First Supplemental Indenture dated as of February 17, 1995
(Incorporated by reference to Exhibit No. 4(a)(1) to Annual Report on
Form 10-K (Registrant No. 1-12248) for fiscal year 1995 filed with the
Commission on May 23, 1995)
2. Second Supplemental Indenture dated September 1, 1995 (Incorporated by
reference to Exhibit No. 4(a) (2) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30,
1995)
3. Third Supplemental Indenture dated October 20, 1995 (Incorporated by
reference to Exhibit No. 4(a)(3) to Registration Statement on Form S-1
Registration No. 33-64655 filed with the Commission on November 30,
1995)
-8-
<PAGE>
4. Fourth Supplemental Indenture dated as of March 8, 1996 (Incorporated
by reference to Exhibit No. 4 (a)(4) to Transition Report on Form 10-K
(Registrant No. 1-12248) for the transition period from March 1, 1995
to December 31, 1995 filed with the Commission on March 29, 1996)
5. Fifth Supplemental Indenture dated as of June 24, 1996 (Incorporated by
reference to Exhibit No. 4 (a)(5) to Registration Statement on Form S-1
Registration No. 333-16937 filed with the Commission on November 27,
1996)
6. Sixth Supplemental Indenture dated as of December 3, 1997 (Incorporated
by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K
(Registrant No. 1-12248) for fiscal year 1997 filed with the Commission
on March 31, 1998)
11. Seventh Supplemental Indenture dated as of August 13, 1998.
(incorporated by reference to Exhibit No. 4(a)(7) to Quarterly Report
on Form 10-Q (Registrant No. 1-12248) for the third quarter of fiscal
1997 filed with the Commission on November 16, 1998)
12. Eighth Supplemental Indenture dated as of April 9, 1999 (incorporated
by reference to Exhibit No. 4(a)(8) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the first quarter of fiscal 1999 filed
with the Commission on May 17, 1999)
13. Ninth Supplemental Indenture dated as of June 25, 1999 (incorporated by
reference to Exhibit No. 4(a)(9) to Pre-Effective Amendment No.3 on
Registration Statement on Form S-4 (Registrant No. 333-82643) filed
with the Commission on October 1, 1999)
14. Form of Tenth Supplemental Indenture with respect to the 12% Senior
Subordinated Notes due 2003 (incorporated by reference to Exhibit
4(a)(10) to Pre-Effective Amendment No. 3 on Registration Statement on
Form S-4 (Registrant No. 333-82643) filed with the Commission on
October 1, 1999)
4(b) Form of 12% Senior Subordinated Note due 2003 (Incorporated by reference
to Exhibit No. 4(b) to Quarterly Report on Form 10-Q (Registrant No. 1-
12248) for the third quarter of fiscal 1994 filed with the Commission on
January 14, 1994)
4(c) Form of Common Stock Purchase Warrant expiring May 15, 1999 (as amended
and restated through January 11, 1994) (Incorporated by reference to
Exhibit No. 4(e) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
4(d) Rights Agreement, dated as of January 13, 1992, between ICF Kaiser
International, Inc. and Office of the Secretary, ICF Kaiser International,
Inc. as Rights Agent, including (1) Form of Certificate of Designations of
Series 4 Junior Preferred Stock; (2) Form of Rights Certificate; and (3)
Summary of Rights to Purchase Preferred Stock (Incorporated by reference
to Exhibit No. 4(h) to Quarterly Report on Form 10-Q (Registrant No. 0-
18025) for the third quarter of fiscal 1992 filed with the Commission on
January 14, 1992)
2. Amendment No. 1 to the Rights Agreement dated as of January 13, 1992.
(incorporated by reference to Exhibit 1 to Form 8-K (Registrant No. 1-
12248) filed with the Commission on July 6, 1999)
2. Amendment No. 2 to the Rights Agreement dated as of January 13, 1992.
(incorporated by reference to No. 4(k) to Form 8-K (Registrant No. 1-
12248) filed with the Commission on October 12, 1999)
4(e) Warrant Agreement dated as of January 11, 1994, between the Registrant and
The Bank of New York, as Warrant Agent (Incorporated by reference to
Exhibit No. 4(c) to Quarterly Report on Form 10-Q (Registrant No. 1-12248)
for the third quarter of fiscal 1994 filed with the Commission on January
14, 1994)
4(f) Indenture dated as of December 23, 1996, between ICF Kaiser International,
Inc. and The Bank of New York, as Trustee, including Guarantees, dated
December 23, 1996, by each of the Subsidiary Guarantors (Incorporated by
reference to Exhibit No. 4(g) to Registration Statement on Form S-1
Registration No. 333-19519 filed with the Commission on January 10, 1997)
-9-
<PAGE>
1. First Supplemental Indenture dated as of December 3, 1997 (Incorporated
by reference to Exhibit No. 4(a)(6) to Annual Report on Form 10-K
(Registrant No. 1-12248) for fiscal year 1997 filed with the Commission
on March 31, 1998)
2. Second Supplemental Indenture dated as of August 13, 1998 (Incorporated
by reference to Exhibit No. 4(g)(2) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the third quarter of fiscal 1997 filed
with the Commission on November 16, 1998)
6. Third Supplemental Indenture dated as of April 9, 1999 (Incorporated by
reference to Exhibit No. 4(f)(3) to Quarterly Report on Form 10-Q
(Registrant No. 1-12248) for the first quarter of fiscal 1999 filed
with the Commission on May 17, 1999)
7. Fourth Supplemental Indenture dated as of June 25, 1999 (Incorporated
by reference to Exhibit No. 4(d)(4) to Pre-Effective Amendment No.3 on
Form S-4 (Registrant No. 333-82643) filed with the Commission on
October 1, 1999)
8. Fifth Supplemental Indenture dated as of October 5, 1999 (Incorporated
by reference to Exhibit No. 4(d)(5) on Form 8-K (Registrant No. 1-
12248) filed with the Commission on October 12, 1999)
4(g) Form of 12% Senior Note due 2003, Series B (Incorporated by reference to
Exhibit No. 4(i) to Registration Statement on Form S-1 Registration No.
333-19519 filed with the Commission on January 10, 1997)
4(h) Warrant Agreement dated as of December 23, 1996, between ICF Kaiser
International, Inc. and The Bank of New York, as Warrant Agent
(Incorporated by reference to Exhibit No. 4(j) to Registration Statement
on Form S-1 Registration No. 333-19519 filed with the Commission on
January 10, 1997)
4(i) Form of Warrant expiring December 31, 1999 issued under Warrant Agreement
dated as of December 23, 1996 (Incorporated by reference to Exhibit No.
4(k) to Registration Statement on Form S-1 Registration No. 333-19519
filed with the Commission on January 10, 1997)
4(j) Form of Certificate of Designation regarding Redeemable Convertible
Preferred Stock (Incorporated by reference to Exhibit No. 4(h) to Pre-
Effective Amendment No.3 on Form S-4 (Registrant No. 333-82643) filed with
the Commission on October 1, 1999)
4(k) Form of Indenture regarding 12% Senior Notes due 2002 (Incorporated by
reference to Exhibit No. 4(h) to Pre-Effective Amendment No.3 on Form S-4
(Registrant No. 333-82643) filed with the Commission on October 1, 1999)
* Exhibits filed as part of this Registration Statement on Form 8-A
-10-
<PAGE>
EXHIBIT 3(a)(2)
CERTIFICATE OF OWNERSHIP AND MERGER
OF
KAISER GROUP INTERNATIONAL, INC.
INTO
ICF KAISER INTERNATIONAL, INC.
The undersigned corporations organized and existing under and in accordance
with the General Corporation Law of the State of Delaware
DO HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger are as follows:
Name State of Incorporation
- ---- ----------------------
Kaiser Group International, Inc. Delaware
ICF Kaiser International, Inc. Delaware
SECOND: Kaiser Group International, Inc. is a wholly-owned subsidiary of
ICF Kaiser International, Inc.
THIRD: That an Agreement and Plan of Merger dated December 27, 1999 among
the parties to the merger ("Merger Agreement") has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 253 of the General Corporation Law
of the State of Delaware.
FOURTH: That ICF Kaiser International, Inc., a Delaware corporation, shall
be the surviving corporation of the merger.
FIFTH: That the Certificate of Incorporation of ICF Kaiser International,
Inc. shall be the Certificate of Incorporation of the surviving corporation,
except that Section 1.01 of the Certificate of Incorporation of ICF Kaiser
International, Inc. shall be deleted in its entirety and shall be replaced by
the following new section 1.01:
"Section 1.01. Name. The name of the Corporation is Kaiser Group International,
------------------
Inc."
<PAGE>
Certificate of Ownership and Merger
Of Kaiser Group International, Inc. into
ICF Kaiser International, Inc.
Page 2
SIXTH: That the executed Merger Agreement is on file at the
principal place of business of the surviving corporation which is located at
9300 Lee Highway, Fairfax, Virginia 22031-1207.
SEVENTH: That a copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
EIGHTH: That this Certificate of Merger shall be effective at 5:00
p.m. on its filing date with the office of the Secretary of State.
Attachment: ICF Kaiser International, Inc. Board Resolutions dated as of
December 9, 1999.
Kaiser Group International, Inc.
Attest:
By: /s/ Sandra D. Little By: /s/ James J. Maiwurm
---------------------- ------------------------------
Sandra D. Little James J. Maiwurm
Assistant Secretary President
ICF Kaiser International, Inc.
Attest:
By: /s/ Sandra D. Little By: /s/ James J. Maiwurm
------------------------ ------------------------------
Sandra D. Little James J. Maiwurm
Assistant Secretary Chairman, President and Chief Executive Officer
<PAGE>
Exhibit to Certificate
of Ownership and Merger
Resolutions Relating to Amendment to the Certificate of Incorporation to Change
- -------------------------------------------------------------------------------
the Name of the Corporation and Merger of a Wholly Owned Subsidiary into the
- ----------------------------------------------------------------------------
Corporation
- -----------
WHEREAS, the Corporation has determined that it would be in its best interest
to change its name from ICF Kaiser International, Inc. to Kaiser Group
International, Inc.;
WHEREAS, the Corporation Law of the State of Delaware, the jurisdiction in
which the Corporation is incorporated, permits the Corporation to effectuate a
name change without shareholder approval by means of a merger of a wholly owned
subsidiary into the Corporation; and
WHEREAS, the Corporation owns all of the outstanding shares of Kaiser Group
International, Inc., a Delaware corporation;
NOW THEREFORE, be it:
RESOLVED, that the Corporation merge into itself its wholly owned subsidiary,
Kaiser Group International, Inc., and assume all of said subsidiary's
liabilities and obligations (the "Merger");
FURTHER RESOLVED, that as of the effectiveness of the Merger, the separate
existence of Kaiser Group International, Inc. shall terminate and ICF Kaiser
International, Inc. shall be the surviving corporation and its name shall be
changed to Kaiser Group International, Inc. (the "Name Change");
FURTHER RESOLVED, that the Certificate of Incorporation of the Corporation
be, and it hereby is, amended, effective as of the effectiveness of the Merger,
by deleting Section 1.01 in its entirety and adding a new Section 1.01 to read
in its entirety as follows:
Section 1.01 Name. The name of the Corporation is Kaiser Group International,
------------------
Inc.
FURTHER RESOLVED, that James J. Maiwurm, Chairman, President and Chief
Executive Officer; Timothy P. O'Connor, Executive Vice President, Chief
Financial Officer and Chief Administrative Officer; Marijo L. Ahlgrimm, Senior
Vice President and Corporate Controller; Shaun M. Martin, Senior Vice President,
Treasurer and Secretary; and any Executive Vice President of the Corporation
(each an "Authorized Officer" and collectively, the "Authorized Officers"), in
their capacities as officers of the Corporation, be, and each of them, with full
power to act without the others, hereby is, authorized, empowered and directed,
in the name and on behalf of the Corporation, (i) to make, execute and
acknowledge a Certificate of Ownership and Merger setting forth a copy of these
Resolutions to merge said Kaiser Group International, Inc. into the Corporation
and to assume the liabilities and obligations of said Kaiser Group
International, Inc., (ii) to execute and deliver the Certificate of Ownership
and Merger and any and all amendments, agreements, understandings, letters,
certificates, schedules, notices, government filings, documents and other items
they may deem necessary or appropriate
<PAGE>
(as conclusively presumed from the taking of such action) in connection with or
to effect the Merger and Name Change contemplated by the Certificate of
Ownership and Merger and the transactions contemplated therein, (iii) to file a
Certificate of Ownership and Merger in the office of the Secretary of State of
Delaware and a certified copy thereof in the office of the Recorder of Deeds of
New Castle County, Delaware at such time as the Authorized Officers deem
necessary or appropriate, (iv) to make and execute any and all federal, state,
local, international, administrative agency or like body, New York Stock
Exchange, Inc., and First Chicago Trust Company of New York filings which any of
them may deem necessary or appropriate (as conclusively presumed from the taking
of such action) in connection with or to effect the Merger and the Name Change
contemplated by the Certificate of Ownership and Merger, these Resolutions, and
the transactions contemplated therein, and (v) to take any and all additional
steps any of them may deem necessary or appropriate (as conclusively presumed
from the taking of such action) to effect the Merger and the Name Change and the
transactions contemplated thereby; and
FURTHER RESOLVED, that pursuant to the immediately preceding Resolutions, if
any form or forms of resolution are suggested and/or required by any government
agency or instrumentality (including, without limitation, federal, state, local
and foreign government agencies and instrumentalities) or any other entities,
banks or corporations with which the Corporation has, or proposes to have,
business arrangements, then such form or forms of resolution are, upon the
filing of such form or forms or resolutions with this Consent of the Board of
Directors, hereby adopted in iisdem terminis, as Resolutions of this Board, and
------------------
the Authorized Officers of the Corporation are, and each of them is, authorized,
for and in the name of the Corporation, to complete such resolutions, affix the
seal of the Corporation thereto, and to file a copy of such Resolutions with
this Consent of the Board of Directors.
<PAGE>
Exhibit 3(b)
Amended and Restated Bylaws of
Kaiser Group International, Inc.
(as amended through December 27, 1999)
<PAGE>
AMENDED AND RESTATED BYLAWS OF
KAISER GROUP INTERNATIONAL, INC.
As amended through December 27, 1999
ARTICLE I
Offices
Section 1.01 Registered Office in Delaware. The registered office
-------------------------------------------
shall be in Wilmington, Delaware.
Section 1.02 Other Offices. The Corporation may have such other
---------------------------
offices either within or without the State of Delaware as the Board of Directors
may from time to time determine.
ARTICLE II
Meetings of Stockholders
Section 2.01 Time and Place of Meeting. Annual meetings of the
---------------------------------------
stockholders for the purpose of electing directors and for the transaction of
such other business as may properly come before the meeting shall be held at
such place, within or without the State of Delaware, on such date and hour as
may be fixed by the Board of Directors, which date shall be within thirteen
months subsequent to the later of the date of incorporation or the last annual
meeting of stockholders. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be fixed by the Board of Directors and stated in the notice of meeting. If no
other place is fixed by the Board of Directors, meetings of stockholders shall
be held at the principal executive office of the Corporation. Failure to hold
the annual meeting at the designated time shall not work a forfeiture or
dissolution of the Corporation.
Section 2.02 Notice of Meeting. Written notice of meetings of
-------------------------------
stockholders stating the place, time and date thereof, and in the case of
special meetings, the purpose or purposes thereof, shall be given at least ten
and not more than sixty days before the date of the meeting to each stockholder
entitled to vote thereat.
Section 2.03 Qualified Voters. The officer who has charge of the
------------------------------
stock ledger of the Corporation shall prepare, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order showing the address of each such
stockholder and the number of voting shares registered in the name of each such
stockholder. Such list shall be open to the examination of any holder of voting
shares for any purpose germane to the meeting during ordinary business hours for
a period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which
<PAGE>
place shall be specified in the notice of the meeting, or if not so specified,
at the place where the meeting is to be held. The list shall be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present and entitled to vote.
Section 2.04 Special Meetings. Special meetings of the stockholders
------------------------------
may be called by the Board of Directors, by the Chairman of the Board or the
Chief Executive Officer, or by a writing signed by stockholders owning at least
twenty percent (20%) in voting amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote at such meeting. Such
call shall state the purpose or purposes of the proposed meeting. The Secretary
shall give notice of such meeting to the stockholders entitled to vote thereat,
in accordance with such call.
Section 2.05 Business to be Conducted at Meetings. At any meeting of
--------------------------------------------------
stockholders (including any adjournment thereof) only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before a meeting of stockholders, business must be (a) specified in the
notice of meeting (or any supplement or amendment thereto) given by or at the
direction of the Board of Directors, (b) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought before a meeting of
stockholders by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting (as initially called, in the case of adjourned
meetings); provided, however, that in the event that less than 75
--------
days' notice or prior public disclosure of the date of the meeting is given or
made to the stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the fifteenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and record address of the stockholder proposing such business, (c)
the class, series and number of shares of the capital stock of the Corporation
beneficially owned by such stockholder, and (d) any material interest of such
stockholder in such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the meeting except in accordance
with the procedures set forth in this Section 2.05. The officer of the
Corporation presiding at a meeting of stockholders shall, if the facts warrant,
determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 2.05, and, if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Section 2.06 Quorum. The holders of a majority in voting amount of
--------------------
the issued and outstanding shares of the Corporation entitled to vote thereat,
present in person or represented by valid proxy, shall constitute a quorum at
all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of Incorporation. If,
2
<PAGE>
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by valid proxy, shall have power to adjourn the meeting from time to
time without notice other than announcement at the meeting (if the adjournment
is not for more than thirty days and a new record date for the determination of
stockholders entitled to vote is not fixed), until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 2.07 Vote Required. When a quorum is present at any meeting,
---------------------------
the vote of the holders of a majority in voting amount of the shares voting, in
person or by proxy, on any question brought before such meeting shall decide the
question, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.
Section 2.08 Proxies. Each stockholder shall at every meeting of the
---------------------
stockholders be entitled to vote in person or by proxy the number of votes
conferred by each share of the capital stock held by such stockholder, except as
otherwise provided by the Certificate of Incorporation. No proxy shall be voted
on after three years from its date, unless the proxy provides for a longer
period. No proxy or power of attorney to vote shall be used to vote at a meeting
of the stockholders unless it shall have been filed with the Secretary of the
meeting when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by two inspectors of election who shall be appointed
by the Board of Directors or, if not so appointed, then by the presiding officer
of the meeting.
Section 2.09 Presiding Officer. The Chairman of the Board or the
-------------------------------
Chief Executive Officer shall preside over all meetings of stockholders.
ARTICLE III
Directors
Section 3.01 Number. Subject to the rights of the holders of any
--------------------
class or series of stock having preference over the Common Stock as to dividends
or upon liquidation to elect directors under specified circumstances, the number
of directors shall be determined by the affirmative vote of a majority of the
whole Board of Directors or by the stockholders, but shall not be less than six
nor more than sixteen.
Section 3.02 Nominations. Only persons who are nominated in
-------------------------
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election as directors of the Corporation
may be made at a meeting of stockholders by or at the direction of the
directors, by any nominating committee or person appointed by the directors, or
by any stockholder of the Corporation entitled to vote for the election of
directors at the meeting
3
<PAGE>
who complies with the notice procedures set forth in this Section 3.02. Such
nominations, other than those made by or at the direction of the directors,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the meeting (as initially
called, in the case of adjourned meetings); provided, however, that in the
--------
the event that less than 75 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the fifteenth
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice shall set forth (a) as to each person who is not an incumbent director
whom the stockholder proposes to nominate for election or reelection as a
director (i) the name, age, business address and residence address of such
person; (ii) the principal occupation or employment of such person; (iii) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by such person; and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to the Rules and Regulations of the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended;
and (b) as to the stockholder giving the notice (i) the name and record address
of such stockholder and (ii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by such stockholder. Such notice
shall be accompanied by the written consent of each proposed nominee to serve as
a director of the Corporation if elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation. No person shall be eligible for election
as a director of the Corporation unless nominated in accordance with the
procedures set forth in this Section 3.02. The officer of the Corporation
presiding at a meeting of stockholders shall, if the facts warrant, determine
that a nomination was not made in accordance with the provisions of this Section
3.02, and, if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 3.03 Election, Term and Vacancies. Directors shall be
------------------------------------------
elected by plurality vote of all votes cast at each annual meeting. Directors
shall be elected for a term of office that expires at the next succeeding annual
meeting of shareholders and shall hold office until their successors have been
elected and qualified, subject, however, to their prior death, resignation or
removal from office as provided by law.
Except as otherwise provided for or fixed by or pursuant to provisions
relating to the rights of the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled only by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors or by the stockholders. Any director elected in accordance with the
preceding sentence shall hold office until the next election of directors
conducted in accordance with these Bylaws.
4
<PAGE>
Section 3.04 Resignations. Any director may resign at any time upon
--------------------------
written notice to that effect delivered to the Secretary, to be effective upon
its acceptance or at the time specified in such writing.
Section 3.05 Management. The business of the Corporation shall be
------------------------
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 3.06 Place of Meetings. The Board of Directors of the
-------------------------------
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware. Meetings may be held by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at such meeting.
Section 3.07 Annual Meeting. The first meeting of each newly elected
----------------------------
Board of Directors shall be held immediately following the adjournment of the
annual meeting of stockholders and at the place thereof. No notice of such
meeting shall be necessary to the directors in order legally to constitute the
meeting, provided a quorum be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.
Section 3.08 Notice for Regular Meetings. Regular meetings of the
-----------------------------------------
Board of Directors may be held without notice at such time and at such place as
shall from time to time be determined by the Board of Directors.
Section 3.09 Special Meetings. Special meetings of the Board of
------------------------------
Directors may be called by a majority of the Board of Directors or by the
Chairman of the Board and shall be held on notice by letter or telegram mailed
or delivered for transmission not later than on the second day immediately
preceding the day of such meeting, or by word of mouth or telephone received not
later than during the day immediately preceding the day of such meeting.
Neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice, or waiver of
notice, of such meeting.
Section 3.10 Quorum; Vote Required. At meetings of the Board of
-----------------------------------
Directors, a majority of the full number of directors shall constitute a quorum
for the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 3.11 Chairman and Vice Chairman of the Board. At its first
-----------------------------------------------------
meeting after each annual meeting of stockholders, the Board of Directors shall
elect from among its members a Chairman. The Board of Directors also may choose
one or more Vice Chairmen from among its members. The Chairman shall preside at
all meetings of the Board of Directors, and shall perform such duties as the
Board may prescribe. The Chairman may participate and act in any
5
<PAGE>
meeting of the Board of Directors as a director. The Vice Chairman or Vice
Chairmen, if any, shall act under the direction of the Chairman and in the
absence or disability of the Chairman shall perform only the duties and exercise
the powers of the Chairman under this Section 3.11 of these Bylaws. The Chairman
and the Vice Chairman or Vice Chairmen, if any, (i) shall hold their respective
offices at the pleasure of the Board of Directors, and (ii) may be removed with
or without cause at any time by the Board of Directors. Any vacancy occurring in
the office of the Chairman or Vice Chairman by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 3.12 Executive Committee. The Board of Directors may, by
---------------------------------
resolution adopted by a majority of the whole Board, designate one of more of
its members to constitute an Executive Committee. The Executive Committee shall
have and may exercise all of the authority of the Board of Directors in the
management of the business and affairs of the Corporation within the limits
permitted by law, including without limitation, the power and authority of the
Board of Directors: (i) to authorize the seal of the Corporation to be affixed
to all papers; (ii) to declare a dividend; (iii) to authorize the issuance of
stock; (iv) to adopt a certificate of ownership and merger pursuant to Section
253 of Title 8, Delaware Code; and (v) to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, to fix any of the preference rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Corporation or the conversion into, or the exchange of shares for, shares of
any other class or classes or any other series of the same of any other class or
classes of stock of the Corporation.
Section 3.13 Audit Committee. The Board of Directors, by resolution
-----------------------------
adopted by a majority of the whole Board, may designate not less than two (2) of
the directors then in office to constitute an Audit Committee. At least a
majority of such directors must be independent of management and free from any
relationship that, in the opinion of the Board, would interfere with such
directors' exercise of independent judgment as a committee member. The
Committee, if established, shall (i) consider and make recommendations to the
Board with respect to the employment of a firm of Independent Public
Accountants, (ii) confer with the Corporation's Independent Public Accountants
to determine the scope of the audit that such accountants will perform, (iii)
receive reports from the Independent Public Accountants and transmit such
reports to the Board, and after the close of the fiscal year, transmit to the
Board the financial statements certified by such accountants, (iv) inquire into,
examine and make comments on the accounting procedures of the Corporation and
the reports of the Independent Public Accountants, and (v) consider and make
recommendations to the Board upon matters presented to it by the officers of the
Corporation pertaining to the audit practices and procedures adhered to by the
Corporation. The Board may designate one member of the Committee to act as its
chairman.
Section 3.14 Other Committees. In addition to the Executive Committee
------------------------------
and the Audit Committee, the Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more other committees of the Board
of Directors, each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation. Such committee or committees shall have such
name or names as may be determined from time to time by the Board of Directors.
A majority of the
6
<PAGE>
members of the committee shall constitute a quorum. The member or members of any
such committee (other than an "Audit Committee," or "Executive Committee," if
any) present at any meeting and not disqualified from voting may, whether or not
they constitute a quorum, unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall be the act of
the committee.
Section 3.15 Committee Minutes. The committees shall keep regular
-------------------------------
minutes of their proceedings and report the same to the Board of Directors.
Section 3.16 Ex-officio Committee Members. The Board of Directors may
------------------------------------------
designate persons who may not be directors of the Corporation to serve as ex-
officio members of the Board of Directors, the Executive Committee or other
committees. Ex-officio members, if any, may be invited to attend and participate
in committee meetings and shall be deemed members for all purposes other than
receiving notice, determining a quorum, voting, or consenting to action in lieu
of meeting.
Section 3.17 Consent. Any action required or permitted to be taken
---------------------
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
Section 3.18 Compensation. Directors may be allowed reimbursement
--------------------------
and compensation for their service as directors and for attending Board of
Directors meeting. Members of committees may be allowed like reimbursement and
compensation for their services and for attending committee meetings. No such
payments shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
Notices
Section 4.01 Notice. Notices to directors and stockholders mailed to
--------------------
them at their addresses appearing on the books of the Corporation shall be
deemed to be given at the time when deposited in the United States mail, postage
prepaid. An affidavit of the Secretary, of an Assistant Secretary or of the
transfer agent of the Corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.
Section 4.02 Waiver. Whenever any notice is required to be given
--------------------
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Neither the business nor the purposes of any
meeting need be specified in such waiver. Attendance at a meeting shall
constitute a waiver of
7
<PAGE>
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE V
Officers
Section 5.01 Election. The officers of the Corporation shall be
----------------------
chosen by the Board of Directors at its first meeting after each annual meeting
of stockholders and shall be a Chief Executive Officer who also shall be a
director of the Corporation, a President who may be the same person as the Chief
Executive Officer, a Secretary and a Chief Financial Officer. The Board of
Directors may also choose one or more Vice Presidents, Assistant Secretaries and
a Treasurer or Assistant Financial Officers. Two or more offices may be held by
the same person.
Section 5.02 Other Officers and Delegates. The Board of Directors may
------------------------------------------
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
Unless otherwise provided by resolution of the Board of Directors, any officer
of the Corporation may delegate his authority to other appropriate officers,
employees or agents of the Corporation.
Section 5.03 Salaries. The salaries of all officers of the
----------------------
Corporation shall be fixed by or under the direction of the Board of Directors.
Section 5.04 Vacancies. The officers of the Corporation shall hold
-----------------------
office at the pleasure of the Board of Directors. Any officer may be removed
with or without cause at any time by the Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 5.05 Chief Executive Officer. The Chief Executive Officer shall
-------------------------------------
have general and active management of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He shall execute on behalf of the Corporation, and may affix or cause
the seal to be affixed to, all instruments requiring such execution except to
the extent the signing and execution thereof shall be expressly delegated on an
exclusive basis by the Board of Directors to some other officer or agent of the
Corporation. He shall perform such additional duties and have such additional
powers as the Board of Directors may from time to time prescribe.
Section 5.06 President. The President, if a different person than
-----------------------
the Chief Executive Officer, shall serve as the Chief Operating Officer of the
Corporation and shall act under the direction of the Chief Executive Officer.
He shall execute on behalf of the Corporation, and may affix or cause the seal
to be affixed to, all instruments requiring such execution except to the extent
the signing and execution thereof shall be expressly delegated on an exclusive
basis by the Board of Directors to some other officer or agent of the
Corporation. He shall perform such
8
<PAGE>
additional duties and have such additional powers as the Board of Directors or
the Chief Executive Officer may from time to time prescribe.
Section 5.07 Senior and Executive Vice Presidents; Vice Presidents.
-------------------------------------------------------------------
The Board of Directors may designate one or more Senior or Executive Vice
Presidents or may otherwise specify the order of seniority of the Vice
Presidents. The Vice Presidents shall act under the direction of the President
and in the absences or disability of the President shall, in their order of
seniority, perform the duties and exercise the powers of the President. They
shall perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe. The duties and powers of
the President shall descend to the Vice Presidents in the specified order of
seniority.
Section 5.08 Secretary. The Secretary shall act under the direction
-----------------------
of the Chief Executive Officer. Subject to the direction of the Chief Executive
Officer, he shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record the proceedings. He shall perform like duties for
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the President of the
Corporation or the Board of Directors. He shall keep in safe custody the seal of
the Corporation and may cause it to be affixed to any instrument requiring it.
Section 5.09 Assistant Secretaries. The Assistant Secretaries shall
-----------------------------------
act under the direction of the Secretary. In the order of their seniority,
unless otherwise determined by the President or the Board of Directors, they
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe.
Section 5.10 Chief Financial Officer. The Chief Financial Officer
-------------------------------------
shall act under the direction of the Chief Executive Officer. Subject to the
direction of the Chief Executive Officer, he shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors or by the
proper officers of the Corporation. He shall disburse the funds of the
Corporation as may be ordered by the proper officers of the Corporation or the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the Chief Executive Officer and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Chief Financial Officer and of the financial condition of the
Corporation. He may affix or cause to be affixed the seal of the Corporation to
documents so requiring.
Section 5.11 Treasurer or Assistant Financial Officers. The
-------------------------------------------------------
Treasurer or Assistant Financial Officers in the order of their seniority,
unless otherwise determined by the Chief Executive Officer or the Board of
Directors, shall, in the absence or disability of the Chief Financial Officer,
perform the duties and exercise the powers of the Chief Financial Officer.
9
<PAGE>
They shall perform such other duties and have such other powers as the President
or the Board of Directors may from time to time prescribe.
ARTICLE VI
Certificates of Stock
Section 6.01 Certificate. Every holder of stock in the Corporation
-------------------------
shall be entitled to have a certificate signed by two different individuals: (i)
one of the Chief Executive Officer or the President and (ii) one of the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.
Section 6.02 Facsimile Signature. Any or all the signatures on the
---------------------------------
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the Corporation or a facsimile thereof may, but need not, be affixed to
certificates of stock.
Section 6.03 Lost Certificates. The Board of Directors may direct a
-------------------------------
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation that was alleged to have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the Corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 6.04 Transfer. Upon surrender to the Corporation or the
----------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6.05 Record Date. The Board of Directors may fix in advance
-------------------------
a date, not more than sixty days nor less than ten days preceding the date of
any meeting of stockholders, or not more than sixty days before the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining a consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date to fix shall be entitled to such
10
<PAGE>
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
Section 6.06 Recognition of Ownership. Except as otherwise provided
--------------------------------------
by the laws of Delaware, the Corporation shall be entitled to recognize the
person registered on its books as the owner of shares to be the exclusive owner
for all purposes including voting and dividends, and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof.
ARTICLE VII
Miscellaneous
Section 7.01 Reserves. There may be set aside out of any funds of
----------------------
the Corporation available for dividends such sum or sums as the Board of
Directors may from time to time, in its absolute discretion, specify, as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for the purchase of
additional property, or for such other purpose as the directors shall specify as
conducive to the interest of the Corporation. The Board of Directors may modify
or abolish any such reserve.
Section 7.02 Checks, Demands and Notes. All checks or demands for
---------------------------------------
money and notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time
designate. Unless otherwise specified by the Board of Directors, such authority
may be delegated.
Section 7.03 Fiscal Year. The fiscal year of the Corporation shall
-------------------------
be as fixed by the Board of Directors, and unless otherwise specified shall
begin on the 1st day of January and end on the 31st day of December of each
year.
Section 7.04 Seal. The corporate seal shall have inscribed thereon
------------------
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware." The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
ARTICLE VIII
Indemnification
Section 8.01 Indemnification of Directors and Officers for Actions,
--------------------------------------------------------------------
Suits, or Proceedings Other than by or in the Right of the Corporation. To the
- ----------------------------------------------------------------------
full extent permitted by law, the Corporation shall indemnify any person who was
or is a party or is threatened to be
11
<PAGE>
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than any action
by or in the right of the Corporation), by reason of the fact that he is or was
or has agreed to become a director or officer of the Corporation or of any
company in which the Corporation owns, in the aggregate, eighty percent (80%) or
more of the voting stock, whether such voting stock is held directly by the
Corporation or through one or more companies in which the Corporation holds
eighty percent (80%) or more of the voting stock, or is or was serving or has
agreed to serve at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
(including employee benefit plans), or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges, expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with any
threatened, pending or completed action, suit or proceeding and any appeal
therefrom, including but not limited to liability and expenses incurred on
account of profits realized by him in the purchase or sale of securities of the
Corporation, if and only if he acted in good faith and in a manner he reasonably
--------------
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
----
contendere or its equivalent, shall not, of itself, create a presumption that
- ----------
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 8.02 Indemnification of Directors and Officers for Actions or
----------------------------------------------------------------------
Suits by or in the Right of the Corporation. To the full extent permitted by
- -------------------------------------------
law, the Corporation shall indemnify any person who was or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was or has agreed to become a director or officer of the
Corporation or of any company in which the Corporation holds, in the aggregate,
eighty percent (80%) or more of the voting stock, whether such voting stock is
held directly by the Corporation or through one or more companies in which the
Corporation holds eighty percent (80%) or more of the voting stock, or is or was
serving or has agreed to serve at the request of the Corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges
and expenses (including attorneys' fees) actually and reasonably incurred by him
or on his behalf in connection with the defense or settlement of any threatened,
pending or completed action or suit and any appeal therefrom, or the defense or
settlement of any claim, issue or matter, if and only if he acted in good faith
--------------
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the Court of Chancery or such other court shall deem proper.
12
<PAGE>
Section 8.03 Indemnification of Others for Actions, Suits, or
--------------------------------------------------------------
Proceedings Other than by or in the Right of the Corporation. To the full
- ------------------------------------------------------------
extent permitted by law, the Corporation, in the sole discretion of the Board of
Directors of the Corporation, may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that he is or was or has agreed to become an employee, agent or contractor
of the Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as an employee or agent of another corporation, or of any
company in which the Corporation holds, in the aggregate, forty percent (40%) or
more of the voting stock, whether such stock is held directly by the Corporation
or through one or more companies in which the Corporation holds forty percent
(40%) or more of the voting stock, partnership, joint venture, trust or other
enterprise (including employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges,
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with any threatened, pending or completed action, suit or proceeding
and any appeal therefrom, including but not limited to liability and expenses
incurred on account of profits realized by him in the purchase or sale of
securities of the Corporation, if and only if he acted in good faith and in a
--------------
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; the termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
---- ----------
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 8.04 Indemnification of Others for Actions or Suits by or in
---------------------------------------------------------------------
the Right of the Corporation. To the full extent permitted by law, the
- ----------------------------
Corporation, in the sole discretion of the Board of Directors of the
Corporation, may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was or has agreed to become an employee, agent or contractor
of the Corporation, or is or was serving or has agreed to serve at the request
of the Corporation as an employee or agent of another corporation or of any
company in which the Corporation holds, in the aggregate, forty percent (40%) or
more of the voting stock, whether such stock is held directly by the Corporation
or through one or more companies in which the Corporation holds forty percent
(40%) or more of the voting stock, partnership, joint venture, trust or other
enterprise (including employee benefit plans), or by reason of any action
alleged to have been taken or omitted in such capacity, against costs, charges
and expenses (including attorneys' fees) actually and reasonably incurred by him
or on his behalf in connection with the defense or settlement of any threatened,
pending or completed action or suit and any appeal therefrom, or the defense or
settlement of any claim, issue or matter, if and only if he acted in good faith
--------------
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application
13
<PAGE>
that, despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such costs, charges and expenses which the Court of Chancery or
such other court shall deem proper.
Section 8.05 Indemnification for Costs, Charges and Expenses of
----------------------------------------------------------------
Successful Party. Notwithstanding the other provisions of these Bylaws, to the
- ----------------
extent that a director or officer of the Corporation or other person indemnified
under Sections 8.1 through 8.4, herein, has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
all costs, charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection therewith.
Section 8.06 Determination of Right to Indemnification. Unless
-------------------------------------------------------
otherwise ordered by a court, any indemnification under Sections 8.1 and 8.2,
herein, and, if applicable, under Sections 8.3 and 8.4, herein, shall be paid by
the Corporation unless a determination is made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders, that
indemnification of an individual entitled to indemnification under Sections 8.1
through 8.4, herein, is not proper in the circumstances because he has not met
the applicable standard of conduct set forth in Sections 8.1 through 8.4,
herein.
Section 8.07 Advance Payment of Costs, Charges and Expenses. To the
------------------------------------------------------------
full extent permitted by law, the Corporation shall, upon request, pay costs,
charges and expenses (including attorneys' fees) incurred by a person entitled
to indemnification pursuant to Sections 8.1 through 8.4, herein, in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding; provided, however, that the payment of such
-------- -------
costs, charges and expenses incurred by a director or officer in his capacity as
a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance of the final
disposition of such action, suit or proceeding shall be made only upon receipt
of an undertaking by or on behalf of the director or officer to repay all
amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation as
authorized in these Bylaws; such costs, charges and expenses incurred by other
employees, agents and contractors may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
Section 8.08 Procedure for Indemnification. Any indemnification or
-------------------------------------------
advance of costs, charges and expenses provided for in Sections 8.01 through
8.07, herein, shall be made promptly, and in any event within sixty days, upon
the written request of the person entitled to indemnification; the right to
indemnification or advances as granted by these Bylaws shall be enforceable by a
director or officer or other person indemnified hereunder in any court of
competent jurisdiction. If the Corporation denies such request, in whole or in
part, or if no disposition thereof is made within sixty days, such persons'
costs, charges and expenses incurred
14
<PAGE>
in connection with successfully establishing his right to indemnification, in
whole or in part, in any such action shall also be indemnified by the
Corporation; it shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses
pursuant to Section 8.07, herein, where the required undertaking, if any, has
been received by the Corporation) that the claimant has not met the standard of
conduct set forth in Sections 8.01 through 8.04, herein. Neither the failure of
the Corporation (including its Board of Directors, its independent legal
counsel, and its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Section 8.01 through 8.04, herein, nor the fact that there has been an
actual determination by the Corporation (including its Board of Directors, its
independent legal counsel, and its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct.
Section 8.09 Authorization of Corporation Officers. The proper
---------------------------------------------------
officers of the Corporation are, and each of them acting without the other is,
authorized to take any action, for and in the name of the Corporation, which he
deems necessary or appropriate (as conclusively presumed from the taking of such
action) to carry out and effect the foregoing Sections 8.01 through 8.08.
Section 8.10 Other Rights; Continuation of Right to Indemnification.
--------------------------------------------------------------------
The indemnification and advancement of expenses provided by these Bylaws shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any law
(present or future, common or statutory), bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office or while
employed by or acting as agent for the Corporation, and shall continue as to a
person who has ceased to serve in the capacity making him eligible for
indemnification, and shall inure to the benefit of the estate, heirs, executors
and administrators of such person; all rights to indemnification under these
Bylaws shall be deemed to be a contract between the Corporation and each
director or each officer of the Corporation and, as applicable, any other person
indemnified hereunder who serves or served in such capacity at any time while
these Bylaws as well as the relevant provisions of the Delaware General
Corporation Law or any other applicable laws are or were in effect; any repeal
or modification thereof shall not in any way diminish any rights to
indemnification of such director, officer or other person or the obligations of
the Corporation arising hereunder.
Section 8.11 Savings Clause. If Sections 8.01 through 8.10 of these
----------------------------
Bylaws or any portion thereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify each
director and each officer, and may indemnify any other person entitled to
indemnification, as to costs, charges and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or proceeding, whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of these Bylaws that shall not have been
invalidated and to the full extent permitted by applicable law. To the full
extent permitted by law, the Corporation may enter into and perform agreements
with persons, including, without limitation, present and former officers,
directors and employees of
15
<PAGE>
the Corporation and of companies acquired by or merged with the Corporation,
obligating the Corporation, among other things, to provide indemnification and
advancement of costs, charges and expenses to such persons in addition to any
indemnification or advancement which may be available to such person under
Sections 8.01 through 8.10 of these Bylaws.
Section 8.12 Insurance. The Board of Directors may cause the
-----------------------
Corporation to purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, including employee benefit plans, against any
liability asserted against such person and incurred in any such capacity or
arising out of such status, whether or not the Corporation would have the power
to indemnify such person.
Section 8.13 Amendment of Bylaws. The Board of Directors may from time
---------------------------------
to time adopt further Bylaws with respect to indemnification and may amend such
Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Delaware.
ARTICLE IX
Amendments
Section 9.01 Amendment of Bylaws. These Bylaws may be changed, altered,
---------------------------------
amended or repealed, and new bylaws made, by the Board of Directors, provided
--------
that the stockholders may make additional Bylaws and may change, alter, amend
and repeal any Bylaws whether adopted by them or otherwise, and provided further
----------------
that, notwithstanding any other provision of these Bylaws, in addition to any
other vote or approval required by law or the terms of any class or series of
stock having preference over the Common Stock as to dividends or upon
liquidation, the affirmative vote of the holders of a majority of the
Corporation's then outstanding capital stock entitled to vote generally in the
election of directors, voting as a single class (whether or not the holders of
such shares are present or represented at any meeting called for the purpose of
voting thereon) shall be required to alter, amend, adopt any provision
inconsistent with or repeal Sections 2.04, 2.05, 3.01, 3.02, and 3.03 of these
Bylaws.
ARTICLE X
Prohibition on Shareholder
Rights Plans
Section 10.10 Prohibition on Shareholder Rights Plans. Without the
-------------------------------------------------------
prior approval of the shareholders, the Corporation shall not adopt a
stockholder rights plan. As used herein, the term "stockholder rights plan"
means any plan involving the issuance of stock purchase rights which may be
exercised only following the occurrence of a tender offer for the Corporation's
16
<PAGE>
outstanding Common Stock, the acquisition by a person of a specified number or
percentage of the Corporation's outstanding Common Stock, or a merger,
consolidation, sale of assets or comparable transaction following the
acquisition by any person of such a specified number or percentage of the
Corporation's outstanding Common Stock.
17
<PAGE>
Exhibit 3(e)(1)
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ICF KAISER GOVERNMENT PROGRAMS, INC.
ICF Kaiser Government Programs, Inc., a corporation organized and existing
under the General Corporation Law of Delaware (the "Corporation"), hereby does
certify:
1. The name of the Corporation is ICF Kaiser Government Programs, Inc.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article 1.01 thereof and by substituting in lieu of said Article
the following new Article:
Article 1.01. Name. The name of the Corporation is Kaiser Government
------------ ----
Programs, Inc.
3. That in lieu of a meeting and vote of the stockholders, the sole
stockholder of the Corporation has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
4. That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
Signed on August 13, 1999
/s/ James J. Maiwurm
- ---------------------------
James J. Maiwurm, President
<PAGE>
Exhibit 3(k)(1)
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ICF KAISER EUROPE, INC.
ICF Kaiser Europe, Inc., a corporation organized and existing under the
General Corporation Law of Delaware (the "Corporation"), hereby does certify:
1. The name of the Corporation is Kaiser Europe, Inc.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article 1.01 thereof and by substituting in lieu of said Article
the following new Article:
Article 1.01. Name. The name of the Corporation is Kaiser Europe, Inc.
------------ ----
3. That in lieu of a meeting and vote of the stockholders, the sole
stockholder of the Corporation has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
4. That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
Signed on August 18, 1999
/s/ Shaun M. Martin
- -------------------------------
Shaun M. Martin, Vice President
<PAGE>
Exhibit 3(m)(1)
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ICF KAISER / GEORGIA WILSON, INC.
ICF Kaiser / Georgia Wilson, Inc., a corporation organized and existing
under the General Corporation Law of Delaware (the "Corporation"), hereby does
certify:
1. The name of the Corporation is ICF Kaiser / Georgia Wilson, Inc.
2. The certificate of incorporation of the Corporation is hereby amended
by striking out Article 1.01 thereof and by substituting in lieu of said Article
the following new Article:
Article 1.01. Name. The name of the Corporation is:
------------ ----
Kaiser / Georgia Wilson, Inc.
3. That in lieu of a meeting and vote of the stockholders, the sole
stockholder of the Corporation has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
4. That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.
Signed on November 17, 1999
/s/ Shaun M. Martin
- ---------------------------
Shaun M. Martin / Secretary
<PAGE>
EXHIBIT 3(o)(1)
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
ICF KAISER OVERSEAS ENGINEERING, INC.
ICF Kaiser Overseas Engineering, Inc., a corporation organized and existing
under the General Corporation Law of Delaware (the "Corporation"), hereby does
certify:
FIRST: That the Sole Director of the Corporation, by the written consent
filed with the minutes of the Corporation, adopted a resolution proposing and
declaring advisable the following amendment of the Certificate of Incorporation
of the Corporation:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by deleting Section 1.01 in its entirety and inserting in its place the
following new language:
Section 1.01. Name. The name of the Corporation is Kaiser Overseas
------------ ----
Engineering, Inc.
SECOND: That in lieu of a meeting and vote of the stockholders, the sole
stockholder of the Corporation has given written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, ICF Kaiser Overseas Engineering, Inc. has caused this
Certificate to be signed by S. Robert Cochran, its Sole Director, this 19th day
of October, 1999.
ICF Kaiser Overseas Engineering, Inc.
By: /s/ S. Robert Cochran
------------------------------------
S. Robert Cochran
<PAGE>
Exhibit 3(q)(1)
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
ICF KAISER ENGINEERS PACIFIC, INC.
We the undersigned President and Secretary of ICF Kaiser Engineers Pacific,
Inc., a Nevada Corporation (the "Corporation") do certify:
1. That the Board of Directors of the Corporation, by unanimous Written
Consent on August 18, 1999, adopted Resolutions to amend the original
Articles as follows:
RESOLVED, that Article One of the Articles of Incorporation be amended to
read as follows:
"The name of the Corporation is KAISER ENGINEERS PACIFIC, INC."
2. The number of shares of the Corporation outstanding and entitled to vote on
an amendment of the Articles of Incorporation is twenty-five thousand
(25,000); that the said change and amendment has been consented to and
authorized by the written consent of the sole stockholder of the
corporation on August 18, 1999.
IN WITNESS WHEREOF, the said ICF KAISER ENGINEERS PACIFIC, INC. has caused
this certificate to be signed by its President and Secretary and its
corporate seal to be hereto affixed this 18th day of August 1999.
ICF KAISER ENGINEERS PACIFIC, INC.
/s/ S. Robert Cochran
-------------------------------------------
S. Robert Cochran / President
/s/ Shaun M. Martin
-------------------------------------------
Shaun M. Martin / Secretary
COMMONWEALTH OF VIRGINIA
COUNTY OF FAIRFAX
I, Sandra D. Little, a notary public, do hereby certify that on this 18th
day of August 1999, personally appeared before me S. Robert Cochran and Shaun M.
Martin, who being by me first duly sworn, declared that they are respectively
the President and Secretary of ICF Kaiser Engineers Pacific, Inc., and that they
signed the foregoing Certificate of Amendment as President and Secretary,
respectively, and that the statements therein contained are true.
/s/ Sandra D. Little
----------------------------------------
Sandra D. Little, Notary Public
My Commission Expires November 30, 2000
<PAGE>
Exhibit 3(s)(1)
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
ICF KAISER ADVANCED TECHNOLOGY, INC.
ICF KAISER ADVANCED TECHNOLOGY, INC., a corporation organized and existing
under the Business Corporation Act of the State of Idaho (the "Corporation"),
hereby does certify:
FIRST: That the Board of Directors of the Corporation, by the written
consent of all of its members, filed with minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Articles of Incorporation of the Corporation:
RESOLVED, that the Articles of Incorporation of the Corporation be amended
by deleting Article I in its entirety and inserting in its place the
following new language:
ARTICLE I
The name of the Corporation is: KAISER ADVANCED TECHNOLOGY, INC.
SECOND: That in lieu of a meeting and vote of the stockholders of the
Corporation, the sole stockholder of the Corporation, by written consent dated
as of August 2, 1999, approved and authorized said amendment in accordance with
the provisions of Section 30-1-145 of the Idaho Business Corporation Act.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 30-1-59 of the Idaho Business Corporation
Act.
IN WITNESS WHEREOF, ICF Kaiser Advanced Technology, Inc., has caused there
Articles to be signed by Shaun M. Martin, its Vice President, and attested by
Sandra D. Little, its Assistant Secretary, this 10th day of November 1999.
ICF KAISER ADVANCED TECHNOLOGY, INC.
(now: Kaiser Advanced Technology, Inc.)
SEAL
By: /s/ Shaun M. Martin
-----------------------------------------
Shaun M. Martin, Vice President
Attest:
By: /s/ Sandra D. Little
-----------------------------------------
Sandra D. Little, Assistant Secretary
